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United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
January
30, 2024
Date
of Report (Date of earliest event reported)
NORTHERN
REVIVAL ACQUISITION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Cayman
Islands |
|
001-39970 |
|
98-1566600 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
4001
Kennett Pike, Suite 302
Wilmington,
DE |
|
19807 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (302) 338-9130
NOBLE
ROCK ACQUISITION CORPORATION
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units, each consisting of
one Class A ordinary share and one-third of one redeemable warrant |
|
NRACU |
|
Nasdaq
Capital Market |
Class A ordinary shares,
par value $0.0001 per share |
|
NRAC |
|
Nasdaq Capital Market |
Redeemable warrants, each
whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
NRACW |
|
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Northern
Revival Acquisition Corporation (formerly known as Noble Rock Acquisition Corporation, the “Company”) held an extraordinary
general meeting of Shareholders (the “General Meeting”) at 11:00 a.m. on January 30, 2024 for the purposes of considering
and voting upon:
|
● |
a
special resolution, to amend the company’s Amended and Restated Memorandum and Articles of Association (the “charter”)
pursuant to an amendment to the charter in the form set forth in Annex A of the accompanying proxy statement, to extend the date
by which the company may either (i) consummate a merger, share exchange, asset acquisition, share purchase, reorganisation or similar
business combination (the “initial business combination”), from February 4, 2024 to August 4, 2024 (such proposal the
“extension proposal”) or such earlier date as determined by the board or (ii) cease its operations, except for
the purpose of winding up if it fails to complete an initial business combination, and (iii) redeem all of the Class A ordinary shares,
par value $0.0001 per share, of the company (“Class A ordinary shares”), included as part of the units sold in
the company’s initial public offering that was consummated on February 4, 2021 from February 4, 2024 to August 4, 2024 or such
earlier date as determined by the board; |
|
● |
an
ordinary resolution, approve the adjournment of the general meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the extension
proposal (the “adjournment proposal”), which will be presented at the general meeting if, based on the tabulated
votes, there are not sufficient votes at the time of the general meeting to approve the foregoing proposal or as otherwise deemed
necessary by the Chairman of the general meeting. |
For
more information on these proposals, please refer to the Company’s proxy statement dated January 11, 2024 (the “Proxy
Statement”). The extension proposal was approved by the shareholders at the General Meeting.
The
form of the resulting amendment is filed as Exhibit 3.1 hereto and will be filed with the Cayman Islands Registrar of Companies but
are effective upon the approval by shareholders on January 30, 2024.
The
foregoing description of the extension proposal is qualified in their entirety by the full text of these changes, which is filed as Exhibit
3.1 hereto and incorporated herein by reference. The amendments to the Company's charter will have an effective date of January 30, 2024.
Item
5.07 Submission of Matters to a Vote of Security Holders.
The
disclosure set forth in Item 5.03 above is incorporated into this Item 5.07 by reference.
As
of January 4, 2024, the record date for the General Meeting, there 7,947,744 ordinary shares issued and outstanding, including (i) 7,947,743
Class A ordinary shares and (ii) 1 Class B ordinary share, entitled to vote at the Meeting. At the Meeting, there were 7,129,334 shares
voted by proxy or in person, or approximately 89.70% of the shares issued and outstanding and entitled to vote at the General Meeting;
therefore a quorum was present.
Shareholders
voted to approve the extension proposal. The proposal received the following final voting results:
For |
|
Against |
|
Abstain |
7,017,622 |
|
111,712 |
|
0 |
The
adjournment proposal was not presented to the shareholders because (as disclosed in the Proxy Statement) there were sufficient votes
to approve the extension proposal.
Item 8.01. Other
Events.
In connection with the shareholders’ vote at the
General Meeting, 184,934 ordinary shares were tendered for redemption, leaving 7,762,810 ordinary shares, including 7,762,809 Class A
ordinary shares and 1 Class B ordinary share.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
January 31, 2024
NORTHERN REVIVAL ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/ Aemish
Shah |
|
Name: |
Aemish Shah |
|
Title: |
Chief Executive Officer
and Chairman |
|
Exhibit 3.1
AMENDMENT TO THE AMENDED AND RESTATED MEMORANDUM
AND ARTICLES
OF ASSOCIATION OF
NORTHERN REVIVAL ACQUISITION CORPORATION
SPECIAL RESOLUTION OF THE SHAREHOLDERS OF THE
COMPANY
RESOLVED, as a special resolution, that
the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.7
in its entirety and the insertion of the following language in its place:
“49.7 In the event that
the Company does not consummate a Business Combination by 4 August 2024 or such earlier date as determined by the Directors, or such later
time as the Members may approve in accordance with the Articles, the Company shall:
|
(a) |
cease all operations except for the purpose of winding up; |
|
(b) |
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and |
|
(c) |
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, |
subject in each case to its obligations
under Cayman Islands law to provide for claims of creditors and other requirements of “Applicable Law”.
RESOLVED, as a special resolution, that
the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.8(a) in
its entirety and the insertion of the following language in its place:
“49.8(a) to modify the
substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per
cent of the Public Shares if the Company does not consummate a Business Combination by 4 August 2024 or such earlier date as determined
by the Directors, or such later time as the Members may approve in accordance with the Articles; or”
v3.24.0.1
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|
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NORTHERN
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|
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|
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|
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